MORTGAGE LOAN PURCHASE AGREEMENT

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EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and

effective as of December 18, 2003, between Commerzbank AG, New York Branch, a

company formed under the laws of the Federal Republic of Germany and licensed to

engage in the banking business under Article V of the Banking Law of the State

of New York, as seller (the "Mortgage Loan Seller"), and GMAC Commercial

Mortgage Securities, Inc., as purchaser (the "Purchaser").

The Mortgage Loan Seller desires to sell, assign, transfer and

otherwise convey to the Purchaser, and the Purchaser desires to purchase,

subject to the terms and conditions set forth below, Mortgage Loan Seller's A2

Note in the original principal amount of $37,500,000 (the "Mortgage Loan") which

represents a 19.94681% pari passu interest in the commercial mortgage loan

identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan

Schedule"). The Mortgage Loan is one of six pari passu notes secured by the

Mortgaged Property. Certain other multifamily and commercial mortgage loans (the

"Other Mortgage Loans") will be purchased by the Purchaser from (i) GMAC

Commercial Mortgage Corporation ("GMACCM"), pursuant to, and for the

consideration described in, the Mortgage Loan Purchase Agreement, dated as of

18, 2003 (the "GMACCM Mortgage Loan Purchase Agreement"), between the Purchaser

and GMACCM, (ii) German American Capital Corporation ("GACC"), pursuant to, and

for the consideration described in, the Mortgage Loan Purchase Agreement, dated

as of 18, 2003 (the "GACC Mortgage Loan Purchase Agreement"), between the

Purchaser and GACC, (iii) Morgan Stanley Mortgage Capital, Inc., pursuant to,

and for the consideration described in, the Mortgage Loan Purchase Agreement,

dated as of 18, 2003 (the "MSMC Mortgage Loan Purchase Agreement"), between the

Purchaser and MSMC and (iv) Goldman Sachs Mortgage Company ("GSMC"), pursuant

to, and for the consideration described in, the Mortgage Loan Purchase

Agreement, dated as of 18, 2003, (the "GSMC Mortgage Loan Purchase Agreement"),

between the Purchaser and GSMC. The Mortgage Seller, GMACCM, GACC, MSMC and GSMC

are collectively referred to as the "Mortgage Loan Sellers."

It is expected that the Mortgage Loan will be transferred,

together with the Other Mortgage Loans to a trust fund (the "Trust Fund") to be

formed by the Purchaser, beneficial ownership of which will be evidenced by a

series of mortgage pass-through certificates (the "Certificates"). Certain

classes of the Certificates will be rated by Moody's Investors Service, Inc.,

Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,

Inc. and Fitch, Inc. (together, the "Rating Agencies"). Certain classes of the

Certificates (the "Registered Certificates") will be registered under the

Securities Act of 1933, as amended (the "Securities Act"). The Trust Fund will

be created and the Certificates will be issued pursuant to a pooling and

servicing agreement to be dated as of December 1, 2003 (the "Pooling and

Servicing Agreement"), among the Purchaser, as depositor, GMAC Commercial

Mortgage Corporation, as master servicer (in such capacity, the "Master

Servicer") and serviced companion loan paying agent, Lennar Partners, Inc., as

special servicer of the Mortgage Loans (other than the AFR/Bank of America

Portfolio Loan) and the Other Mortgage Loans (in such capacity, as applicable,

the "Special Servicer"), Midland Loan Services, Inc., as special servicer of the

AFR/Bank of America Portfolio Whole Loan (the "AFR/Bank of America Special

Servicer"), LaSalle Bank

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National Association, as trustee (the "Trustee") and ABN AMRO Bank N.V., as

fiscal agent. Capitalized terms not otherwise defined herein have the meanings

assigned to them in the Pooling and Servicing Agreement as in effect on the

Closing Date.

The Purchaser intends to sell the Class A-1, Class A-2, Class A-3,

Class A-4, Class B, Class C, Class D and Class E Certificates to Deutsche Bank

Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated

(together, the "Underwriters"), pursuant to an underwriting agreement dated the

date hereof (the "Underwriting Agreement"). The Purchaser intends to sell the

Class S-AFR1, Class S-AFR2, Class S-AFR3 and Class S-AFR4 (collectively, the

"Class S-AFR Certificates") and the Class X-1, Class X-2, Class A-1A, Class F,

Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class

P Certificates to Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan

Stanley & Co. Incorporated (in such capacity, each an "Initial Purchaser")

pursuant to a certificate purchase agreement, dated the date hereof (the

"Certificate Purchase Agreement"). The Purchaser intends to sell the Class R-I,

Class R-II and Class R-III Certificates to a Qualified Institutional Buyer (in

such capacity, an "Initial Purchaser"). The Class X-1, Class X-2, Class A-1A,

Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,

Class P, Class S-AFR1, S-AFR2, S-AFR3, Class S-AFR4, Class R-I, Class R-II and

Class R-III Certificates are collectively referred to as the "Non-Registered

Certificates."

Now, therefore, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase.

The Mortgage Loan Seller agrees to sell, assign, transfer and otherwise

convey to the Purchaser, and the Purchaser agrees to purchase, the Mortgage

Loan. The purchase and sale of the Mortgage Loan shall take place on December

18, 2003 or such other date as shall be mutually acceptable to the parties

hereto (the "Closing Date"). The "Cut-off Date" with respect to each Mortgage

Loan is the Due Date for such Mortgage Loan in December 2003. As of the close of

business on the Cut-off Date (which Cut-off Date may occur after the Closing

Date), the Mortgage Loan will have an aggregate principal balance (the

"Aggregate Cut-off Date Balance"), after application of all payments of

principal due thereon on or before such date, whether or not received, of

$37,368,703 subject to a variance of plus or minus 5%. The purchase price for

the Mortgage Loan shall be determined by the parties pursuant to an agreed upon

term sheet.

SECTION 2. Conveyance of the Mortgage Loan.

(a) Effective as of the Closing Date, subject only to receipt by the Mortgage

Loan Seller of the purchase price referred to in Section 1 hereof (exclusive of

any applicable holdback for transaction expenses), the Mortgage Loan Seller does

hereby sell, transfer, assign, set over and otherwise convey to the Purchaser,

without recourse, all the right, title and interest of the Mortgage Loan Seller

in and to the Mortgage Loan identified on the Mortgage Loan Schedule as of such

date, including all interest and principal received or receivable by the

Mortgage Loan Seller on or with respect to such Mortgage Loan after the Cut-off

Date, together with all of the Mortgage Loan Seller's right, title and interest

in and to the proceeds of any related title, hazard,

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or other insurance policies and any escrow, reserve or other comparable accounts

related to the Mortgage Loan. The Purchaser shall be entitled to (and, to the

extent received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan

Seller shall deliver or cause to be delivered to or at the direction of the

Purchaser) all scheduled payments of principal and interest due on the Mortgage

Loan after the Cut-off Date, and all other recoveries of principal and interest

collected thereon after such Cut-off Date. All scheduled payments of principal

and interest due thereon on or before the Cut-off Date for the Mortgage Loan and

collected after the Cut-off Date shall belong to the Mortgage Loan Seller.

(b) In connection with the Mortgage Loan Seller's assignment pursuant

to subsection (a) above, the Mortgage Loan Seller acknowledges that the

Depositor has directed the Mortgage Loan Seller, and the Mortgage Loan Seller

hereby agrees, to deliver the Mortgage File (as such term is defined in the

Pooling and Servicing Agreement) to the Trustee, and otherwise comply with the

requirements of Sections 2.01(b), 2.01(c) and 2.01(d) of the Pooling and

Servicing Agreement; provided that whenever the term Mortgage File is used to

refer to documents actually received by the Purchaser or the Trustee, such term

shall not be deemed to include such documents and instruments required to be

included therein unless they are actually so received; provided further that the

delivery of the Mortgage Files and/or Servicing Files related to the Mortgage

Loan by GSMC shall satisfy the Mortgage Loan Seller's obligation to deliver such

documents.

(c) The Mortgage Loan Seller's records will reflect the transfer of the

Mortgage Loan to the Purchaser as a sale.

SECTION 3. Examination of Mortgage Loan Files and Due Diligence Review.

The Mortgage Loan Seller shall reasonably cooperate with any

examination of the Mortgage Files and Servicing Files that may be undertaken by

or on behalf of the Purchaser. The fact that the Purchaser has conducted or has

failed to conduct any partial or complete examination of the Mortgage Files

and/or Servicing Files shall not affect the Purchaser's right to pursue any

remedy available in equity or at law for a breach of the Mortgage Loan Seller's

representations, warranties and covenants set forth in or contemplated by

Section 4.

SECTION 4. Representations, Warranties, and Covenants of the Mortgage

Loan Seller.

(a) The Mortgage Loan Seller hereby makes, as of the Closing Date (or

as of such other date specifically provided in the particular representation or

warranty), to and for the benefit of the Purchaser, and its successors and

assigns (including, without limitation, the Trustee and the holders of the

Certificates), each of the representations and warranties set forth in Exhibit B

with respect to the Mortgage Loan, with such changes or modifications as may be

permitted or required by the Rating Agencies.

(b) In addition, the Mortgage Loan Seller, as of the date hereof,

hereby represents and warrants to, and covenants with, the Purchaser that:

(i) The Mortgage Loan Seller is a company formed under the laws of

the Federal Republic of Germany, is licensed to engage in the banking

business under Article V of the Banking Law of the State of New York

with full power and authority to own its

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assets and conduct its business and is duly qualified as a foreign

organization in good standing in all jurisdictions in which the

ownership or lease of its property or the conduct of its business

requires such qualification, except where the failure to be so

qualified would not have a material adverse effect on it ability to

perform its obligations hereunder.

(ii) The execution and delivery of this Agreement by the Mortgage

Loan Seller, and the performance and compliance with the terms of this

Agreement by the Mortgage Loan Seller, will not violate the Mortgage

Loan Seller's organizational documents or constitute a default (or an

event which, with notice or lapse of time, or both, would constitute a

default) under, or result in the breach of, any material agreement or

other instrument to which it is a party or which is applicable to it or

any of its assets, in each case which materially and adversely affect

the ability of the Mortgage Loan Seller to carry out the transactions

contemplated by this Agreement.

(iii) The Mortgage Loan Seller has the full power and authority to

enter into and consummate all transactions contemplated by this

Agreement, has duly authorized the execution, delivery and performance

of this Agreement, and has duly executed and delivered this Agreement.

(iv) This Agreement, assuming due authorization, execution and

delivery by the Purchaser, constitutes a valid, legal and binding

obligation of the Mortgage Loan Seller, enforceable against the

Mortgage Loan Seller in accordance with the terms hereof, subject to

(A) applicable bankruptcy, insolvency, reorganization, moratorium and

other laws affecting the enforcement of creditors' rights generally,

(B) general principles of equity, regardless of whether such

enforcement is considered in a proceeding in equity or at law, and (C)

public policy considerations underlying the securities laws, to the

extent that such public policy considerations limit the enforceability

of the provisions of this Agreement that purport to provide

indemnification for securities laws liabilities.

(v) The Mortgage Loan Seller is not in violation of, and its

execution and delivery of this Agreement and its performance and

compliance with the terms of this Agreement will not constitute a

violation of, any law, any order or decree of any court or arbiter, or

any order, regulation or demand of any federal, state or local

governmental or regulatory authority, which violation, in the Mortgage

Loan Seller's good faith and reasonable judgment, is likely to affect

materially and adversely either the ability of the Mortgage Loan Seller

to perform its obligations under this Agreement or the financial

condition of the Mortgage Loan Seller.

(vi) No litigation is pending with regard to which Mortgage Loan

Seller has received service of process or, to the best of the Mortgage

Loan Seller's knowledge, threatened against the Mortgage Loan Seller

the outcome of which, in the Mortgage Loan Seller's good faith and

reasonable judgment, could reasonably be expected to prohibit the

Mortgage Loan Seller from entering into this Agreement or materially

and adversely affect the ability of the Mortgage Loan Seller to perform

its obligations under this Agreement.

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(vii) The Mortgage Loan Seller has not dealt with any broker,

investment banker, agent or other person, other than the Purchaser, the

Underwriters, the Initial Purchasers and their respective affiliates,

that may be entitled to any commission or compensation in connection

with the sale of the Mortgage Loan or the consummation of any of the

other transactions contemplated hereby.

(viii) Neither the Mortgage Loan Seller nor anyone acting on its

behalf (except for GSMC and the Underwriters) has (A) offered, pledged,

sold, disposed of or otherwise transferred any Certificate, any

interest in any Certificate or any other similar security to any person

in any manner, (B) solicited any offer to buy or to accept a pledge,

disposition or other transfer of any Certificate, any interest in any

Certificate or any other similar security from any person in any

manner, (C) otherwise approached or negotiated with respect to any

Certificate, any interest in any Certificate, or any other similar

security with any person in any manner, (D) made any general

solicitation by means of general advertising or in any other manner

with respect to any Certificate, any interest in any Certificate or any

similar security, or (E) taken any other action, that (in the case of

any of the acts described in clauses (A) through (E) above) would

constitute or result in a violation of the Securities Act or any state

securities law relating to or in connection with the issuance of the

Certificates or require registration or qualification pursuant to the

Securities Act or any state securities law of any Certificate not

otherwise intended to be a Registered Certificate. In addition, the

Mortgage Loan Seller will not act, nor has it authorized or will it

authorize any person to act, in any manner set forth in the foregoing

sentence with respect to any of the Certificates or interests therein.

For purposes of this paragraph 4(b)(viii), the term "similar security"

shall be deemed to include, without limitation, any security evidencing

or, upon issuance, that would have evidenced an interest in the

Mortgage Loan or the Other Mortgage Loans or a substantial number

thereof.

(ix) Insofar as it relates to the Mortgage Loan, the information

set forth on pages A-14 through A-17 inclusive of Annex A to the

Prospectus Supplement (as defined in Section 9) (the "Loan Detail")

and, to the extent consistent therewith, the information set forth on

the diskette attached to the Prospectus Supplement and the accompanying

prospectus (the "Diskette"), is true and correct in all material

respects. Insofar as it relates to the Mortgage Loan Seller, the

Mortgage Loan and the Mortgaged Property related thereto and does not

represent a restatement or aggregation of the information on the Loan

Detail, the information set forth in the Prospectus Supplement and the

Memorandum (as defined in Section 9) under the headings "Summary of

Series 2003-C3 Transaction--The Mortgage Pool," "--Geographic

Concentrations of the Mortgaged Properties," "--Property Types,"

"--Prepayment or Call Protection Provided by the Mortgage Loans,"

"--Payment Terms of the Mortgage Loans," "Risk Factors" and

"Description of the Mortgage Pool" set forth on Annex A to the

Prospectus Supplement and (to the extent it contains information

consistent with that on such Annex A) set forth on the Diskette, does

not contain any untrue statement of a material fact or (in the case of

the Memorandum, when read together with the other information specified

therein as being available for review by investors) omit to state any

material fact necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading.

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(x) No consent, approval, authorization or order of, registration

or filing with, or notice to, any governmental authority or court is

required, under federal or state law (including, with respect to any

bulk sale laws), for the execution, delivery and performance of or

compliance by the Mortgage Loan Seller with this Agreement, or the

consummation by the Mortgage Loan Seller of any transaction

contemplated hereby, other than (1) the filing or recording of

financing statements, instruments of assignment and other similar

documents necessary in connection with Mortgage Loan Seller's sale of

the Mortgage Loan to the Purchaser, (2) such consents, approvals,

authorizations, qualifications, registrations, filings or notices as

have been obtained or made and (3) where the lack of such consent,

approval, authorization, qualification, registration, filing or notice

would not have a material adverse effect on the performance by the

Mortgage Loan Seller under this Agreement.

(c) Upon discovery by any of the parties hereto of a breach of any of

the representations and warranties made pursuant to and set forth in subsection

(b) above which materially and adversely affects the interests of the Purchaser

or a breach of any of the representations and warranties made pursuant to

subsection (a) above and set forth in Exhibit B which materially and adversely

affects the value of any Mortgage Loan or the interests therein of the Purchaser

or its successors and assigns (including, without limitation the Trustee and the

holders of the Certificates), the party discovering such breach shall give

prompt written notice to the other party hereto.

SECTION 5. Representations Warranties and Covenants of the Purchaser.

(a) The Purchaser, as of the date hereof, hereby represents and

warrants to, and covenants with, the Mortgage Loan Seller that:

(i) The Purchaser is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware.

(ii) The execution and delivery of this Agreement by the

Purchaser, and the performance and compliance with the terms of this

Agreement by the Purchaser, will not violate the Purchaser's

organizational documents or constitute a default (or an event which,

with notice or lapse of time, or both, would constitute a default)

under, or result in the breach of, any material agreement or other

instrument to which it is a party or which is applicable to it or any

of its assets.

(iii) The Purchaser has the full power and authority to enter into

and consummate all transactions contemplated by this Agreement, has

duly authorized the execution, delivery and performance of this

Agreement, and has duly executed and delivered this Agreement.

(iv) This Agreement, assuming due authorization, execution and

delivery by the Mortgage Loan Seller, constitutes a valid, legal and

binding obligation of the Purchaser, enforceable against the Purchaser

in accordance with the terms hereof, subject to (A) applicable

bankruptcy, insolvency, reorganization, moratorium and other laws

affecting the enforcement of creditors' rights generally, and (B)

general principles of

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equity, regardless of whether such enforcement is considered in a

proceeding in equity or at law.

(v) The Purchaser is not in violation of, and its execution and

delivery of this Agreement and its performance and compliance with the

terms of this Agreement will not constitute a violation of, any law,

any order or decree of any court or arbiter, or any order, regulation

or demand of any federal, state or local governmental or regulatory

authority, which violation, in the Purchaser's good faith and

reasonable judgment, is likely to affect materially and adversely

either the ability of the Purchaser to perform its obligations under

this Agreement or the financial condition of the Purchaser.

(vi) No litigation is pending or, to the best of the Purchaser's

knowledge, threatened against the Purchaser which would prohibit the

Purchaser from entering into this Agreement or, in the Purchaser's good

faith and reasonable judgment, is likely to materially and adversely

affect either the ability of the Purchaser to perform its obligations

under this Agreement or the financial condition of the Purchaser.

(vii) The Purchaser has not dealt with any broker, investment

banker, agent or other person, other than the Mortgage Loan Seller, the

Underwriters, the Initial Purchasers and their respective affiliates,

that may be entitled to any commission or compensation in connection

with the sale of the Mortgage Loan or the consummation of any of the

transactions contemplated hereby.

(viii) No consent, approval, authorization or order of,

registration or filing with, or notice to, any governmental authority

or court is required, under federal or state law, for the execution,

delivery and performance of or compliance by the Purchaser with this

Agreement, or the consummation by the Purchaser of any transaction

contemplated hereby, other than (1) such consents, approvals,

authorizations, qualifications, registrations, filings or notices as

have been obtained or made and (2) where the lack of such consent,

approval, authorization, qualification, registration, filing or notice

would not have a material adverse effect on the performance by the

Purchaser under this Agreement.

(b) Upon discovery by any of the parties hereto of a breach of any of

the representations and warranties set forth above which materially and

adversely affects the interests of the Mortgage Loan Seller, the party

discovering such breach shall give prompt written notice to the other party

hereto.

SECTION 6. Repurchases.

The Mortgage Loan Seller hereby agrees to comply with Sections 2.02 and

2.03 of the Pooling and Servicing Agreement, including, but not limited to, any

obligation to repurchase or substitute Mortgage Loan in respect of any Material

Breach or Material Document Defect.

SECTION 7. Closing.

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The closing of the sale of the Mortgage Loan (the "Closing") shall be

held at the offices of Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York,

New York 10019 at 10:00 a.m., New York City time, on the Closing Date.

The Closing shall be subject to each of the following conditions:

(i) All of the representations and warranties of the Mortgage Loan

Seller specified herein shall be true and correct as of the Closing

Date, and the Aggregate Cut-off Date Balance shall be within the range

permitted by Section 1 of this Agreement;

(ii) All documents specified in Section 8 (the "Closing

Documents"), in such forms as are agreed upon and acceptable to the

Purchaser, shall be duly executed and delivered by all signatories as

required pursuant to the respective terms thereof;

(iii) The Mortgage Loan Seller shall have delivered and released

to the Trustee, the Purchaser or the Purchaser's designee, as the case

may be, all documents and funds required to be so delivered pursuant to

Section 2;

(iv) The result of any examination of the Mortgage Files and

Servicing Files performed by or on behalf of the Purchaser pursuant to

Section 3 shall be satisfactory to the Purchaser in its sole

determination;

(v) All other terms and conditions of this Agreement required to

be complied with on or before the Closing Date shall have been complied

with, and the Mortgage Loan Seller shall have the ability to comply

with all terms and conditions and perform all duties and obligations

required to be complied with or performed after the Closing Date;

(vi) The Mortgage Loan Seller shall have paid or agreed to pay all

fees, costs and expenses payable by it to the Purchaser pursuant to

this Agreement; and

(vii) Neither the Underwriting Agreement nor the Certificate

Purchase Agreement shall have been terminated in accordance with its

terms.

Both parties agree to use their best efforts to perform their

respective obligations hereunder in a manner that will enable the Purchaser to

purchase the Mortgage Loan on the Closing Date.

SECTION 8. Closing Documents.

The Closing Documents shall consist of the following:

(a) This Agreement duly executed and delivered by the Purchaser

and the Mortgage Loan Seller;

(b) An Officer's Certificate substantially in the form of Exhibit

C-1 hereto, executed by the General Counsel of the Mortgage Loan

Seller, and dated the Closing Date, and upon which the Purchaser and

each Underwriter may rely, attaching thereto as exhibits the

organizational documents of the Mortgage Loan Seller;

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(c) A certificate as of a recent date of the Deputy Superintendent

of Banks of the State of New York Banking Department to the effect that

the Mortgage Loan Seller is validly existing as a foreign banking

organization under the laws of the State of New York;

(d) A certificate of the Mortgage Loan Seller substantially in the

form of Exhibit C-2 hereto, executed by an executive officer or

authorized signatory of the Mortgage Loan Seller and dated the Closing

Date, and upon which the Purchaser and each Underwriter may rely;

(e) Written opinions of counsel for the Mortgage Loan Seller, in a

form reasonably acceptable to counsel for the Purchaser, subject to

such reasonable assumptions and qualifications as may be requested by

counsel for the Mortgage Loan Seller and acceptable to counsel for the

Purchaser, dated the Closing Date and addressed to the Purchaser and

each Underwriter;

(f) Any other opinions of counsel for the Mortgage Loan Seller

reasonably requested by the Rating Agencies in connection with the

issuance of the Certificates, each of which shall include the Purchaser

and each Underwriter as an addressee; and

(g) Such further certificates, opinions and documents as the

Purchaser may reasonably request.

SECTION 9. Indemnification.

(a) The Mortgage Loan Seller agrees to indemnify and hold harmless the

Purchaser, its officers and directors, and each person, if any, who controls the

Purchaser within the meaning of either Section 15 of the Securities Act or

Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), against any and all losses, claims, damages or liabilities, joint or

several, to which they or any of them may become subject under the Securities

Act, the Exchange Act or other federal or state statutory law or regulation, at

common law or otherwise, insofar as such losses, claims, damages or liabilities

(or actions in respect thereof) arise out of or are based upon any untrue

statement or alleged untrue statement of a material fact contained in the

Prospectus Supplement, the Memorandum or the Diskette, or insofar as they are

required to be filed as part of the Registration Statement pursuant to the

No-Action Letters, any Computational Materials or ABS Term Sheets with respect

to the Registered Certificates, or in any revision or amendment thereof or

supplement thereto, or arise out of or are based upon the omission or alleged

omission (in the case of any such Computational Materials or ABS Term Sheets,

when read in conjunction with the Prospectus and, in the case of the Memorandum,

when read together with the other information specified therein as being

available for review by investors) to state therein a material fact required to

be stated therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading; but only if and to the

extent that (i) any such untrue statement or alleged untrue statement is with

respect to information regarding the Mortgage Loan contained in the Loan Detail

or, to the extent consistent therewith, the Diskette or contained in the Term

Sheet Diskette, to the extent consistent with the Term Sheet Master Tape; or

(ii) any such untrue statement or alleged untrue statement or omission or

alleged omission is with respect to information regarding the Mortgage

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Loan Seller, the Mortgage Loan and the Mortgaged Property related thereto

contained in the Prospectus Supplement or the Memorandum under the headings

"Summary of Series 2003-C3 Transaction--The Mortgage Pool," "--Geographic

Concentrations of the Mortgaged Property," "--Property Types," "--Prepayment or

Call Protection Provided by the Mortgage Loan," "--Payment Terms of the Mortgage

Loan," "Risk Factors" and/or "Description of the Mortgage Pool" or contained on

Annex A to the Prospectus Supplement (exclusive of the Loan Detail), and such

information does not represent a restatement or aggregation of information

contained in the Loan Detail; or (iii) such untrue statement, alleged untrue

statement, omission or alleged omission arises out of or is based upon a breach

of the representations and warranties of the Mortgage Loan Seller set forth in

or made pursuant to Section 4; provided, that the indemnification provided by

this Section 9 shall not apply to the extent that such untrue statement of a

material fact or omission of a material fact necessary to make the statements

made, in light of the circumstances in which they were made, not misleading, was

made as a result of an error in the manipulation of, or calculations based upon,

the Loan Detail. This indemnity agreement will be in addition to any liability

which the Mortgage Loan Seller may otherwise have. Notwithstanding anything to

the contrary contained herein, the parties agree that the Mortgage Loan Seller

shall only be obligated to indemnify the Persons entitled to indemnification

pursuant to this Section 9 for a maximum of 50% of the indemnified liabilities

(the "Maximum Percentage") incurred by any such Person, it being agreed and

understood that the Mortgage Loan represents 50% of the total portion of the

portion of the Water Tower Mortgage Loan being conveyed to the Trust with the

remaining 50% being conveyed to the Trust by GSMC. GSMC will execute and deliver

a separate mortgage loan purchase agreement with respect to, among other things,

its interest in the Water Tower Mortgage Loan that it is transferring to the

Trust. The failure of GSMC to honor its obligations under the separate mortgage

loan purchase agreement indemnification provisions shall in no event increase

the liability or obligations of Mortgage Loan Seller hereunder, and any

indemnified liabilities shall be payable on a pro rata basis by Seller (up to

the Maximum Percentage) and GSMC.

For purposes of the foregoing, "Registration Statement" shall mean the

registration statement No. 333-107510 filed by the Purchaser on Form S-3,

including without limitation exhibits thereto and information incorporated

therein by reference; "Prospectus" shall mean the prospectus dated July 31,

2003, as supplemented by the prospectus supplement dated December 10, 2003 (the

"Prospectus Supplement"), relating to the Registered Certificates; "Memorandum"

shall mean the private placement memorandum dated December 10, 2003, relating to

the Non-Registered Certificates (other than the Class S-AFR Certificates);

"Computational Materials" shall have the meaning assigned thereto in the

no-action letter dated May 20, 1994 issued by the Division of Corporation

Finance of the Securities and Exchange Commission (the "Commission") to Kidder,

Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder

Structured Asset Corporation and the no-action letter dated May 27, 1994 issued

by the Division of Corporation Finance of the Commission to the Public

Securities Association (together, the "Kidder Letters"; and "ABS Term Sheets"

shall have the meaning assigned thereto in the no-action letter dated February

17, 1995 issued by the Division of Corporation Finance of the Commission to the

Public Securities Association (the "PSA Letter" and, together with the Kidder

Letters, the "No-Action Letters"). The mortgage loan information and related

information contained on the diskette attached to any ABS Term Sheets or

Computational Materials is referred to herein as the "Term Sheet Diskette" and

the tape provided by the Mortgage Loan Seller that was used to create the Term

Sheet Diskette is referred to herein

10

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as the "Term Sheet Master Tape." References herein to ABS Term Sheets or

Computational Materials shall include any Term Sheet Diskette provided

therewith.

(b) Promptly after receipt by any person entitled to indemnification

under this Section 9 (each, an "indemnified party") of notice of the

commencement of any action, such indemnified party will, if a claim in respect

thereof is to be made against the Mortgage Loan Seller (the "indemnifying

party") under this Section 9, notify the indemnifying party in writing of the

commencement thereof; but the omission to notify the indemnifying party will not

relieve it from any liability that it may have to any indemnified party

otherwise than under this Section 9. In case any such action is brought against

any indemnified party and it notifies the indemnifying party of the commencement

thereof, the indemnifying party will be entitled to participate therein, and to

the extent that it may elect by written notice delivered to the indemnified

party promptly after receiving the aforesaid notice from such indemnified party,

to assume the defense thereof, with counsel satisfactory to such indemnified

party; provided, however, that if the defendants in any such action include both

the indemnified party and the indemnifying party and the indemnified party or

parties shall have reasonably concluded that there may be legal defenses

available to it or them and/or other indemnified parties that are different from

or additional to those available to the indemnifying party, the indemnified

party or parties shall have the right to select separate counsel to assert such

legal defenses and to otherwise participate in the defense of such action on

behalf of such indemnified party or parties. Upon receipt of notice from the

indemnifying party to such indemnified party of its election to assume the

defense of such action and a